THE COMPANIES ORDINANCE, 1972

Part II.—Special Provisions where the Company is a Holding or Subsidiary Company

Modifications of and additions to requirements as to Company's own accounts

20.—(1) This paragraph shall apply where the company is a holding company, whether or not it is itself a subsidiary of another body corporate.

(2) The aggregate amount of assets consisting of shares in, or amounts owing (whether on account of a loan or otherwise) from, the company's subsidiaries, distinguishing shares from indebtedness, shall be set out in the balance sheet separately from all the other assets of the company, and the aggregate amount of indebtedness (whether on account of a loan or otherwise) to the company's subsidiaries shall be so set out separately from all its other liabilities and—

(a) the references in Part I of this Schedule to the company's investments (except those in paragraphs 13(8) and 15(3)) shall not include investments in its subsidiaries required by this paragraph to be separately set out; and

(b) paragraphs 5, 15(1) (a) and 18(2) of this Schedule shall not apply in relation to fixed assets consisting of interests in the company's subsidiaries.

(3) There shall be shown by way of note on the balance sheet or in a statement or report annexed thereto the number, description and amount of the shares in and debentures of the company held by its subsidiaries or their nominees, but excluding any of those shares or debentures in respect of which the subsidiary is concerned only as an agent or nominee, or in respect of which neither the company nor any subsidiary thereof is beneficially interested, otherwise than by way of security for money lent, guaranteed, or secured by the company or any of its subsidiaries.

(4)- Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing—

(a) the reasons why subsidiaries are not dealt with in group accounts;

(b) the net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiaries' profits after deducting the subsidiaries' losses (or vice versa)—

(i) for the respective financial years of the subsidiaries ending with or during the financial year of the company ; and

(ii) for their previous financial years since the subsidiaries respectively became the holding company's subsidiaries ;

(i) for the respective financial years of the subsidiaries ending with or during the financial year of the company ; and

(ii) for their other financial years since the subsidiaries respectively became the holding company's subsidiaries ; so far as those profits are dealt with, or provision is made for those losses, in the company's accounts ;

(d) any qualifications contained in the report of the auditors pf the subsidiaries on their accounts for their respective financial years ending as aforesaid, and any note or saving contained in those accounts to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification, in so far as the matter which is the subject of the qualification or note is not covered by the company's own accounts and is material from the point of view of its shareholders and debenture holders ; or, in so far as the information required by this sub-paragraph is not obtainable, a statement that it is not obtainable :

Provided that the Registrar may, on the application or with the consent of the company's directors, direct that in relation to any subsidiary this sub-paragraph shall not apply or shall apply only to such extent as may be provided by the direction.

(5) Paragraphs (b) and (c) of sub-paragraph (4) shall apply only to profits and losses of a subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses.

(6) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company—

(a) the reasons why the company's directors consider that the subsidiaries' financial years should not end with that of the company ; and

(b) the dates on which the subsidiaries' financial years ending last before that of the company respectively ended, or the earliest and latest of those dates.

21.—(1) This paragraph shall apply where the company is the subsidiary of another body corporate, whether or not it is itself a holding company.

(2) The balance sheet shall show separately—

(a) the aggregate amount of its indebtedness to all bodies corporate which belong to the same group of companies as the company, distinguishing between indebtedness in respect of debentures and other indebtedness ;

(b) the aggregate amount of the indebtedness of all such bodies corporate to it, distinguishing as aforesaid ; and

(c) the aggregate amount of assets of the company consisting of shares held in subsidiaries of its holding company.

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